Leila Rafi 

Leila Rafi

Toronto
Brookfield Place, Suite 4400
181 Bay Street
Toronto, Ontario M5J 2T3

t: 416.945.8017
e: leila.rafi@mcmillan.ca

overview

Leila Rafi is a partner in the Capital Markets and M&A Group, and the Investment Funds Asset Management sub-group at McMillan LLP, and is located in the Toronto office. She advises on a broad range of corporate and securities law matters, including director and officer indemnification and she has a particular focus on investment funds. She has considerable experience in advising privately offered funds (both domestic and offshore), and assists managers with respect to their regulatory obligations and compliance issues on a regular basis. She also acts frequently for investment dealers, both Canadian and foreign, and in the past, frequently acted for investment dealers in investment product initial public offerings that such dealers participated in.

Ms. Rafi also acts for private corporations with respect to a variety of matters including corporate reorganizations, financings and merger and acquisition transactions. Between 2012 to 2016, Ms. Rafi co-led the modernization project at Ontario Lottery and Gaming Corporation as external counsel and as a result, has extensive experience in the gaming industry as well. 

For a number of years, Ms. Rafi acted as an adjunct professor for the advanced business law course offered by the University of Windsor law school and the January term securities law course offered by the University of Western Ontario law school. In 2019 Leila was selected to be on the Securities Advisory Committee that will provide advice to the Commission and staff on matters including legislative and policy initiatives and capital market trends. Ms. Rafi received her BA in Political Science from the University of British Columbia in 2001 with first class standing and her LLB from the University of Western Ontario in 2005. She was called to the Ontario bar in 2006.

Representative Matters

  • co-led long-term complex modernization project of Ontario Lottery and Gaming Corporation from 2012-2016;
  • acted for CIBC World Markets and a syndicate of dealers in respect of all Middlefield offerings from 2008-2016;
  • acted for foreign dealer Jefferies LLC on all cross-border private placements in Canada from 2010-2016;
  • acted for National Bank Financial Inc. and a syndicate of dealers in respect of Marquest flow-through limited partnership offerings from 2013-2016;
  • acted as Canadian counsel to Bambora Group in its acquisition of Beanstream Internet Commerce form Digital River for U.S. $90 million in 2015;
  • acted for Caldwell Securities Ltd. in creation of complex royalty vehicle to provide initial start-up costs with respect to investment funds in 2015;
  • acted for the vendor is $33 million sale of Degrassi (Epitome group of companies) to a Canadian reporting issuer in 2014;
  • created internal policies for a pension fund to deal with private placements (including resale rules) and investment restrictions in 2014;
  • acted for Sun Life Financial in offering of $250 million principal amount of Series 2014-I Subordinated Unsecured 2.77% fixed/floating debentures due 2024 in 2014;
  • acted for National Bank Financial Inc. and a syndicate of dealers in respect of Front Street flow-through limited partnership offerings from 2009-2012;
  • acted for RBC Dominion Securities Inc. and a syndicate of dealers in respect of Discovery flow-through limited partnership offerings from 2009-2012;
  • completed a $33 million restructuring of a paper mill in Nova Scotia in late 2012;
  • completed sale by The Bank of Nova Scotia to Element Financial Corporation of private fleet leasing business for $146 million in 2012;
  • completed a statutory plan of arrangement involving a US public company and a Canadian public company whereby the US public company indirectly acquired all the common shares of the Canadian public company for $292.5 million;
  • acted for agents in connection with a short-form prospectus offering by First Quantum Minerals Ltd for $300 million;
  • acted for Canadian Tire Bank in its sale of certain assets to National Bank of Canada for approximately $162 million; and
  • completed a number of large internal reorganizations of private Canadian subsidiaries of a US public company that specializes in science and technology.

Publications

Short Selling in Canada: Regulations are Weak and a New Path Forward is Needed to Reduce Systemic Risk
No Longer "Beasts of Burden"
OSC Reduces Regulatory Load for Registrants on Two Fronts
OSC Waives Fees for Late OBA Disclosures as Part of Burden Reduction Project
A Million Reasons - NextBlock OSC Settlement Agreement Highlights Risks of Using Marketing Presentations to Solicit Investments
Dawn of a New Age for Canadian Capital Markets Information
Registered Dealers, Advisers and Entities Relying on Registration Exemptions Take Note - Canada adds New Individuals to its Sanctions List
Cooperating to Create a National Securities Regulator in Canada
Liquid Alternatives Now a Reality
Alternative Mutual Funds Regime Scheduled to Come Into Force January 3, 2019
"Acting Jointly or in Concert" – Lack of Clarification and Guidance has Created Unnecessary Legal Wrangling, Particularly in Contested Transactions; A New Path Forward is Needed
Adding value in the information age
The most successful lawyers are those who know how to engage other professional advisors
CSA Releases Client-Focused Reforms to NI 31-103 in Response to Client-Registrant Relationship Concerns
Amending the Canada Business Corporations Act - Bill C-25 Receives Royal Assent
Making "The Golden Years" Truly Golden - OSC Seniors Strategy Establishes Guideposts for Registrants to Tailor Services to Older Clientele
Securities Regulators Looking for Market Commentary on Soliciting Dealer Agreements
No Longer a "Land of Confusion" – OSC Rule 72-503 and Upcoming Amendments Regarding Distributions Outside Canadian Borders Help Lift the Fog
In Aurora, Securities Regulators Affirm the New Take-over Bid Regime and Signal that Exemptive Relief under the New Regime will Prove to be Difficult and that Tactical Shareholder Rights Plans may be Extinct
McMillan Client Alert - The CSA Release A New and Improved Suppression of Terrorism Report
Observations from the Eco Oro Proxy Contest
Regulatory Reset for Reports of Canadian Private Placements
Last revised in June 2016, regulators are taking another kick at Form 45-106F1
Taking CASL by Storm: Compliance Tips for Investment Fund Managers
Regulators Rethink "Best Interest" Standard for Registrants
Interoil/Exxon Plan of Arrangement: Third Time's A Charm

News

71 McMillan Lawyers Named in the 2020 Edition of Best Lawyers in Canada
60 McMillan Lawyers Recognized in the 2019 Canadian Legal Lexpert Directory
McMillan Highlighted in both Lexpert's Top 10 Deals and Top 10 Business Decisions
McMillan LLP named Top Canadian Law Firm at the 11th Annual Canadian Hedge Fund Awards for second consecutive year
Leila Rafi and Andrew Stead named as Winners of Lexpert's Rising Stars: Leading Lawyers Under 40
Leila Rafi joins McMillan LLP and discusses trends in the funds market for structured products for Hedge Fund Law Report
Capital markets lawyer Leila Rafi joins McMillan's Toronto office

Education

  • Western University, LL.B. - 2005
  • University of British Columbia, BA with 1st class standing - 2001

Year Of Call

  • Called to the Ontario bar - 2006

Practices

corporate finance
corporate governance
gaming and lottery
private m&a
capital markets
investment funds and asset management
business formation

Industries

investment dealers
investments
private equity funds
startups and emerging companies
gaming and lottery

Directorships and Professional Associations

  • Member, Securities Advisory Committee, OSC – 2019-2021
  • Law Society of Upper Canada
  • Canadian Bar Association
  • Ontario Bar Association
  • WLAO Women’s Law Association of Ontario
  • Condo Corp 1430, Director

Awards & Rankings

  • Recognized by Best Lawyers in Canada (2020) as a leading lawyer in the area of Corporate Law 
  • Recognized in the 2019 Canadian Legal Lexpert Directory as a Leading Lawyer to Watch in the area of Corporate Finance & Securities
  • Lexpert’s Rising Stars: Leading Lawyers under 40 (2018)

Media Mentions

vcard

Leila Rafi is a partner in the Capital Markets and M&A Group, and the Investment Funds Asset Management sub-group at McMillan LLP, and is located in the Toronto office. She advises on a broad range of corporate and securities law matters, including director and officer indemnification and she has a particular focus on investment funds. She has considerable experience in advising privately offered funds (both domestic and offshore), and assists managers with respect to their regulatory obligations and compliance issues on a regular basis. She also acts frequently for investment dealers, both Canadian and foreign, and in the past, frequently acted for investment dealers in investment product initial public offerings that such dealers participated in.

Ms. Rafi also acts for private corporations with respect to a variety of matters including corporate reorganizations, financings and merger and acquisition transactions. Between 2012 to 2016, Ms. Rafi co-led the modernization project at Ontario Lottery and Gaming Corporation as external counsel and as a result, has extensive experience in the gaming industry as well. 

For a number of years, Ms. Rafi acted as an adjunct professor for the advanced business law course offered by the University of Windsor law school and the January term securities law course offered by the University of Western Ontario law school. In 2019 Leila was selected to be on the Securities Advisory Committee that will provide advice to the Commission and staff on matters including legislative and policy initiatives and capital market trends. Ms. Rafi received her BA in Political Science from the University of British Columbia in 2001 with first class standing and her LLB from the University of Western Ontario in 2005. She was called to the Ontario bar in 2006.

  • co-led long-term complex modernization project of Ontario Lottery and Gaming Corporation from 2012-2016;
  • acted for CIBC World Markets and a syndicate of dealers in respect of all Middlefield offerings from 2008-2016;
  • acted for foreign dealer Jefferies LLC on all cross-border private placements in Canada from 2010-2016;
  • acted for National Bank Financial Inc. and a syndicate of dealers in respect of Marquest flow-through limited partnership offerings from 2013-2016;
  • acted as Canadian counsel to Bambora Group in its acquisition of Beanstream Internet Commerce form Digital River for U.S. $90 million in 2015;
  • acted for Caldwell Securities Ltd. in creation of complex royalty vehicle to provide initial start-up costs with respect to investment funds in 2015;
  • acted for the vendor is $33 million sale of Degrassi (Epitome group of companies) to a Canadian reporting issuer in 2014;
  • created internal policies for a pension fund to deal with private placements (including resale rules) and investment restrictions in 2014;
  • acted for Sun Life Financial in offering of $250 million principal amount of Series 2014-I Subordinated Unsecured 2.77% fixed/floating debentures due 2024 in 2014;
  • acted for National Bank Financial Inc. and a syndicate of dealers in respect of Front Street flow-through limited partnership offerings from 2009-2012;
  • acted for RBC Dominion Securities Inc. and a syndicate of dealers in respect of Discovery flow-through limited partnership offerings from 2009-2012;
  • completed a $33 million restructuring of a paper mill in Nova Scotia in late 2012;
  • completed sale by The Bank of Nova Scotia to Element Financial Corporation of private fleet leasing business for $146 million in 2012;
  • completed a statutory plan of arrangement involving a US public company and a Canadian public company whereby the US public company indirectly acquired all the common shares of the Canadian public company for $292.5 million;
  • acted for agents in connection with a short-form prospectus offering by First Quantum Minerals Ltd for $300 million;
  • acted for Canadian Tire Bank in its sale of certain assets to National Bank of Canada for approximately $162 million; and
  • completed a number of large internal reorganizations of private Canadian subsidiaries of a US public company that specializes in science and technology.
May 2019
OSC Waives Fees for Late OBA Disclosures as Part of Burden Reduction Project

Investment Funds and Asset Management Group Bulletin

September 2018
Adding value in the information age
The most successful lawyers are those who know how to engage other professional advisors

This article originally appeared in Lexpert Magazine’s Sept/Oct Issue

May 2018
Amending the Canada Business Corporations Act - Bill C-25 Receives Royal Assent

Business Law and Capital Markets Bulletin

June 2017
Taking CASL by Storm: Compliance Tips for Investment Fund Managers

Privacy and Capital Markets (Investment Funds and Asset Management) Bulletin

March 2017
Interoil/Exxon Plan of Arrangement: Third Time's A Charm

Capital Markets Bulletin